3. In an asset deal the purchaser is not completely safe from prior contingencies.

There is a statutory non-mandatory procedure for transferring assets without certain pre-existing hidden liabilities, but it has many “cons”: it is a burdensome procedure that tends to delay or complicate deals, giving creditors (including tax authorities) an opportunity to oppose to the deal and, more importantly, leaving labor and social security contingencies as joint liabilities of purchaser and seller. As a consequence, most relevant deals are directly made through an asset purchase agreement, thus becoming similar to a stock deal in terms of the allocation of liabilities.